| PHILOSOPHY |
| The Core Value underlying NGIL
Corporate philosophy is "trusteeship". We believe,
this organisation has been handed over to us by the various
stakeholders in 'trust' and we are the "trustees"
of these stakeholders. It is therefore our responsibility to
ensure that the organisation is managed in a manner that protects
and furthers the interest of our stakeholders. We recognise
society as an important stakeholder in this enterprise and it
is part of our responsibility to practise good corporate citizenship.
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| NGIL is committed to conduct
its business in accordance with the applicable Laws, Rules and
regulations and with highest standards of business ethics. This
code is intended to provide guidance and help in recognising
and dealing with ethical issues, provide mechanism to report
unethical conduct and to help foster a culture of honesty and
accountability. Each director, officer and employee is expected
to comply with the letter and spirit of this code. |
| We are committed to continuously reviewing
and updating our policies and procedures. Therefore, this code
of business conduct and ethics is subject to modification. |
| The Directors, officers and employees of
the Company must not only comply with applicable Laws, rules
arid regulations but should also promote honest and ethical
conduct of the business. They must abide by the policies and
procedures that govern the conduct of the company's business.
Their responsibilities include helping to create and maintain
a culture of high ethical standards and commitment to compliance
and to maintain a work environment that encourages the stakeholders
to raise concerns to the attention of the management. |
CONFLICT OF INTEREST |
| All employees, officers and directors must
avoid situations in which their personal interest could conflict
with the interest of the company. This is an area in which it
is impossible to provide comprehensive guidance but the guiding
principle is that any conflict or potential conflict must be
disclosed to the higher management or to the concerned committee
of the Board of Directors or to the Board of Directors if there
is no committee for guidance and appropriate action. |
FRIENDLY WORK PLACE |
| As good corporate citizens, the employees,
officers and directors of NGIL are committed to a gender-friendly
work place in order to enhance equal opportunities for man and
woman, to prevent/stop/redress sexual harassment at work place
and to guarantee good employment practices. Company policy prohibits
social harassment and harassment based on pregnancy, child birth
or related medical conditions, races, religion, creed, colour,
national origin or ancestry, physical or mental disability,
medical condition, marital status, age, sexual orientation or
any other basis protected by any other applicable law, rules
or regulations. |
| NGIL maintains an open-door
policy for reporters, encourages employees to report any harassment
concerns and is responsive to employee complaints about harassment
or other unwelcome and offensive conduct. |
HONEST AND ETHICAL CONDUCT |
| Directors, Officers and employees shall
act in accordance with the highest standards of personal and
professional integrity, honesty and ethical conduct not only
on company's premises, but also at company sponsored business
or social events as well as any places. They shall act and conduct
themselves free from fraud and deception. |
CORPORATE OPPORTUNITIES |
| Directors, officers and employees have a
duty to the company to advance its legitimate interests when
the opportunity to do so arises. Directors, officers and employees
are expressly prohibited from: |
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Talking for themselves
personally, opportunities that are discovered through
the use of company's property, information or position. |
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Competing directly with the business
of the company or with any business that the company is
considering |
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CONFIDENTIALITY |
| The Directors, officers and employees shall
maintain the confidentiality of confidential information of
the company or that of any customer, supplier or business associate
of the company to which company has a duty to maintain confidentiality
except when disclosure is authorised or legally mandated. |
FAIR DEALING |
| Each Director, officer and employee should
deal fairly with the customers, suppliers, competitors and employees
of group companies. They should not take unfair advantage of
anyone through manipulation, concealment, abuse of confidential,
proprietary or trade secret information, misrepresentation of
material facts or any other unfair dealings or practices. |
PROTECTION AND PROPER USE OF COMPANY'S ASSETS |
| All directors, officers and employees should
protect company's assets and property and ensure its efficient
use. Company's assets should be used only for legitimate business
purposes. |
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| COMLPLIANCE WITH LAWS, RULES AND REGULATIONS
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| The Directors, officers and employees shall
comply with all applicable laws, rules and regulations. Transactions
directly or indirectly involving securities of the company should
not be undertaken without pre-clearance from the company's compliance
officer. Any director, officer or employee who is unfamiliar
or uncertain about the legal rules involving company's business
conducted by him/her should consult the legal department of
the company before taking any action that may jeopardise the
company or that individual. |
COMPLIANCE WITH CODE OF CONDUCT |
| If any director, officer or employee who
knows of or suspects a violation of applicable Laws, rules or
regulations or this code of conduct, he/she must immediately
report the same to the Board of Directors or any designated
person/committee thereof. Such person should inform as early
as possible and provide the details of suspected violations
with all known particulars relating to the issue. The company
recognises that resolving such problems or concerns will advance
the overall interest of the company that will help to safeguard
the company's assets, financial integrity and reputation. |
| Violation of this code of ethics will result
in disciplinary action which may even include termination of
service of the employee. The company's Board or any committee
designated by the Board for this purpose shall determine appropriate
action in response to violation of this code of ethics. |
INTERPRETATION OF CODE |
| Any question or interpretation under this
code of ethics and business conduct will be handled by the Board
or any person/committee authorised by the Board of the Company.
The Board of Directors or any designated person/committee has
authority to waive compliance with this code of Business Conduct
for any directors, officers or employee of the company. The
person seeking waiver of this code shall make full disclosure
of the particular circumstances to the Board or the designated
person/committee. |
CODE OF ETHICS FOR SENIOR OFFICERS |
| Honesty, integrity and sound judgment of
the senior officers are fundamental for the success and reputation
of NGIL. The professional and ethical code of the senior officers
is essential to the proper functioning of the company. The senior
officers as well as directors of the company shall be bound
by the following code of ethics. |
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Act with honesty and integrity,
including the ethical handling of actual or apparent conflicts
of interest between personal, financial and professional
relationships. |
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Make full, fair, accurate, timely
and understandable disclosure in reports and documents
that the company files with or submits to or makes periodically
to the shareholders, government authorities and to the
public. |
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Comply with governmental laws, rules,
notifications and regulations applicable to the company's
business. |
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Disclose to the Board or any committee/officer
designated by the Board for this purpose, any material
transaction or relationship that reasonably could be expected
to give rise to any violations of the code including actual
or apparent conflicts with the interests of the company. |
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Promote prompt reporting of violations
of the Code of Ethics to the Board of Directors or any
person/committee designated for this purpose, as may be
necessary. |
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Respect the confidentiality of information
acquired in the course of employment unless legally obliged
to disclose and ensure that no such confidential information
is used for personal advantage/benefit. |
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Maintain the skills necessary and
relevant to the company's needs |
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Act in good faith, responsibility
with due care, competence and diligence without misrepresenting
material facts |
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Refrain from any inappropriate or
undue influence of any kind in all dealings with independent
auditors and avoid any actual or apparent conflicts with
auditors. |
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Achieve responsible use of and exercise
control over all assets and resources employed or entrusted
to them. |
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Promote ethical and honest behavior
within the company and its subsidiaries |
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| All senior officers should adhere to both
the code of business conduct and the code of ethics of the company.
Violation of the code of ethics will lead to appropriate disciplinary
action including dismissal from the services of the company. |
Any deviation/waiver from this code can
be effected only on the sole and absolute discretionary authority
of the Board or any person/committee designated by the Board
for this purpose.
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